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2d 805
This is a suit by the plaintiff bank against two surety companies which had
issued to the plaintiff a "Bankers Blanket Bond." The plaintiff won in the
district court following a carefully considered opinion by the trial judge.
D.C.W.D.Pa. 1959, 174 F.Supp. 630. The surety companies appeal.
The case presents no contested issue of fact. The amount of loss by the plaintiff
was agreed upon and the sole question is that of determining the effect of a
clause in the bond which will be set out presently.
The bond itself contains a great many words and covers a great many subjects.
The part we are concerned with is under the heading "The Losses Covered By
This Bond Are As Follows:" Paragraph (E) is the one involved.2 The critical
words are: "Any loss * * * on * * * any securities * * * or other written
instruments which prove to have been counterfeited or forged as to the
signature. * * *" Were these invoices which bore no signature counterfeit?
This is the real question in the case. The plaintiff argues both that they were
counterfeit and that the forgery provision is applicable. He cites authority and
raises an interesting question. But we are not going to decide the forgery point
because it seems clear to us that the plaintiff's recovery can be bottomed on the
provision protecting loss from counterfeiting.
Both sides seem to agree that this is a question of Pennsylvania law. It may be
but nothing has been shown us to establish that proposition. The bank is a
Pittsburgh bank. The surety companies are corporations of New York and
Connecticut respectively. Where the bond was issued we do not know. We
gather that the transaction out of which the loss occurred took place in
Pennsylvania. So we assume Pennsylvania law governs. Black & Yates, Inc. v.
Mahoghany Ass'n, Inc., 3 Cir., 1942, 129 F. 2d 227, 233, 148 A.L.R. 841;
Mann v. Salsberg, 1901, 17 Pa.Super. 280.
Argument for the surety companies urges the point that the word "or" between
the word "counterfeited" and the word "forged" indicates the use of different
terms to express the same thing. That means, necessarily, that the word
"counterfeited" could just as well be left out for it adds nothing to the term
"forged."
We do not think this is the best construction of the instrument. The form was
offered as a contract by large professional surety companies who certainly
know what they are doing. We cannot think that it has not been very carefully
drafted or that the draftsman put in words to mean nothing. Furthermore, this
language is that of the promisor who is doing professional business for a
consideration. The bond contained in the record is a printed form submitted by
the surety company. If there is doubt about the meaning of language under
those circumstances, it is not to be resolved in favor of the one who chose the
words and as a business transaction issued the bond to another.3 Its very term
"Blanket Bond" indicates that its coverage is to be wide and it is not unfair to
interpret the document in this fashion.
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or raised
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or otherwise altered
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or lost
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or stolen * * *'"
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We think that this is a more apt reading of the language than that shown in the
argument of the defendant.
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Notes:
1
See Reid v. Sovereign Camp, W.O.W., 1941, 340 Pa. 400, 17 A.2d 890;
Housing Authority of City of Pittsburgh v. Sanctis Const., Inc., 1945, 158
Pa.Super. 71, 43 A.2d 581. Restatement, Contracts 236(d) (1932)